Draft. Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2018

Transcription

1 Draft Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2018 In exercise of the power conferred by section 33 of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969) and section 24 of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. XV of 1993), to introduce capital adequacy requirements for all market intermediaries, the Bangladesh Securities and Exchange Commission makes, after prior circulation, the following rules, namely: 1. Short title and applicability. (1) These rules may be called the Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, (2) These rules shall be applicable for the registered entities as defined under clause (w) of subrule (1) of rule 2; and any other market intermediaries registered or to be registered with the Commission except registered mutual fund and collective investment scheme including alternative investment fund. (3) The provisions of these rules along with the existing provisions under different rules regarding the capital adequacy of the registered entities shall be observed, in parallel, until or unless the Commission makes these rules effective by an order in writing. (4) With the effective of the provision of these rules, provisions related to capital adequacy or risk based capital adequacy, whatever term used, in different rules issued under section 24 of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. XV of 1993) and section 33 of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969) for the registered entities shall be guided by these rules until or unless the Commission give any explanation or clarification by order in writing. 2. Definitions. (1) In these rules, unless there is anything repugnant in the subject or context (a) Act means the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. XV of 1993); (b) capital adequacy means the level of total capital against the total risk exposure of a registered entity that is required to be maintained as per these rules to ensure continuation of a safe and efficient operation and to withstand against any seen and unforeseen losses; 1

2 (c) capital adequacy ratio (CAR) means the standard ratio prescribed in these rules for measuring the level of capital adequacy of a registered entity; (d) counterparty means any person who is enjoying margin financing from any registered entity; (e) counterparty exposure means the outstanding balance of the margin account holder arises due to availing margin financing facility from any registered entity; (f) counterparty risk requirement (CPRR) means exposure to financial loss due to risk of default or non recovery of any receivable or any other overdue amount due from any counterparty; (g) "collateral", in relation to a registered entity, means the following securities or assets, which have been considered as eligible to be kept as collateral (i) any listed shares; (ii) any specified securities as declared by central counterparty (CCP); (iii) any qualifying debt securities; (iv) any special debt securities, which is (1) deposited as security by the registered entity with another person; or (2) deposited as security with the registered entity by another person, and are unencumbered in its possession and readily realizable by it; or (3) encumbered only by virtue of being lent, deposited or pledged by the registered entity with a central counter party or any of its clearing participants to secure its obligation to meet its clearing obligations or liabilities; (v) any others assets, as determined; (h) Entry Capital Requirement (ECR) means the minimum capital requirement along with the minimum net worth requirement laid down in the respective rules under which a registered entity shall apply for its registration; (i) "haircut" means the percentage used on any component of assets or liabilities to determine the deductable amount in computing the liquid capital and the total capital requirement; (j) "haircut amount" means (i) an amount derived by multiplying the value of the assets with the haircut percentage specified at Part A of ScheduleA, in determining the liquid asset in connection with the computation of liquid capital balance (LCB) of a registered entity; (ii) an amount derived by multiplying the value of the components of the supplementary capital with the haircut percentage specified at Part A of ScheduleC in connection with the computation of the Total Capital (TC); (k) large exposure risk requirement (LERR) means exposure to financial loss due to default of any concentrated position in any counterparty and liquidity risk of any securities; (l) liability risk requirement (LRR) means exposure to financial loss caused by nonperformance or negligence in the legitimate role and contractual obligations with its clients, stakeholders, counterparty, unitholders and related parties of the 2

3 trust fund, or any other person who has right to claim against the registered entities; (m) "liquid assets" means the aggregate amount of the components of the current assets, which is realizable within thirty (30) days of claim, are required to be counted in the liquid assets of a registered entity under these rules: Provided that property, plant and equipment, related party amounts due to the entity, deferred expenditure, intangible assets and such other long term assets are not counted as liquid assets; (n) "liquid capital" means the amount constituted as liquid assets (adjusted by applicable haircut) less net short term obligations (adjusted by applicable deductions); (o) "liquid capital deficit", means the shortfall in liquid capital maintained from minimum liquid capital requirement; (p) "listed" in relation to securities, means listed with or traded on any exchange; (q) "margin account holder" means (i) any client to whom the registered entity provides credit financing under the Margin Rules, 1999; or (ii) any client who maintains margin account with the registered entity under the wmwkdwiwur I G PÄ Kwgkb (gv P U e vskvi I cvu dvwji g v brvi) wewagvjv, 1996; (r) "margin financing" or credit facilities means the process of financing arrangements by a registered entity to its client to facilitate the acquisition or holding of marginable securities; (s) "marking to market" means the method or the procedure of adjusting the value of open position on any securities on the basis of market price; (t) operational risk means the risk of loss resulting from inadequate or failed (u) internal processes, people management and systems or from any other internal or external events those exposed from inadequate management of operational risk, clearance and settlement failure, shortage of liquid resources, nonflexibility of funding sources or such type of other risk issues; operational risk requirement (ORR) means exposure to financial loss that may incur due to expected and unexpected events arising from operational risk and other general risk factors like market risk, interest rate risk, currency risk, liquidity risk, economic risk, country risk, legal risk, inflation risk, stakeholder risk, settlement risk, etc; (v) Ordinance means the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969); (w) position risk requirement (PRR) means exposure to financial loss due to (x) adverse effect in the value of investment positions; "qualifying debt securities" means a bond, debenture, notes or any other securities or instruments acknowledging, evidencing or creating indebtedness shall be eligible in consideration of these rules; 3

4 (y) registered entity means an entity registered with the Commission under section 10 of the Act for which a regulatory capital requirement is prescribed under rule 6; (z) regulatory capital means the minimum amount of total capital requirement that the intermediaries are required to maintain on continuous basis; (aa) "repurchase transaction" means a transaction where there is a sale of securities and a further arrangement obliging the seller of the securities to repurchase from the purchaser, or obliging the purchaser to resell to the seller, securities of the same description as the securities first sold, at a predetermined consideration and date; (bb) "required minimum liquid capital", means an amount equal to minimum liquid capital for the registered entity as specified in the rules; or regulatory liquid capital as specified in the rules; whichever is higher; (cc) "regulatory liquid capital, in relation to a registered entity, means the percentage of the total liabilities specified in these rules, to be maintained as liquid capital on continuous basis; (dd) "securities borrowing and lending counterparty" means (i) a registered central counterparty (CCP); or (ii) a person approved as such party under the respective rules; (ee) "segregated account" means any specified account for holding client s money which is separate from the accounts of a registered entity; (ff) "short selling" means unless otherwise defined in any other rules or regulation, any such transaction where at the time of sale (i) the seller does not have a presently exercisable and unconditional right to vest the securities in the purchaser of them; or (ii) the seller has a presently exercisable and unconditional right to vest the securities in the purchaser of them by virtue of having entered into a securities borrowing and lending agreement; (gg) specific provision means the percentage of provision set by the Commission from time to time to be maintained against the overdue outstanding margin financing to any margin client or any other client; (hh) strategic holding means long term investment in any securities declared by a registered entity which the entity shall hold at least for five (05) years and shall not sell or transfer any amount of such holding without the permission of the Commission and proper disclosure; (ii) "subordinated debt", means any debt instrument having maturity equal or above seven (07) years issued by the registered entity, the claim of the instrument holder on which is subordinated to the claims of all other present and future creditors of that entity; (jj) total capital means the sum of core capital and supplementary capital; (kk) "trade date", in relation to a transaction in any securities, means (i) in case of a transaction on any exchange, the date on which the transaction is executed; or (ii) in any other case, the date on which the agreement is made; 4

5 (ll) "underwriting risk requirement (URR)" means exposure to financial loss due to execution of underwriting commitment and subsequent risk arises from position risk on the underwritten securities; (mm) "unrealized losses" means accrued loss in any instrument not accounted for at any given point of time; (nn) "unrealized profits" means unactualized profits calculated by marking to market an open position in (a) any securities; (b) a derivative contract; (c) a foreign exchange agreement; or (d) an interest rate swap agreement; and (oo) wholesale trading means any such trading where the trader or beneficiary of the trade is participating in the trade execution but executing the transaction through any third party or through any custodian or securities custodian. (2) Unless otherwise repugnant for any purpose, words and expressions used herein and not defined, but defined in the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), the Bangladesh Securities and Exchange Commission Act 1993 (Act XV of 1993), the Depository Act 1999 (Act VI of 1999), the এ চ স wwwgdp yqvjvb Rkb AvBb, 2013, the Companies Act 1994 (Act XVIII of 1994), the Bank Companies Act 1991(Act XIV of 1991), the Financial Institutions Act 1993 (Act XXVII of 1993), the Trust Act, 1882 (Act No. II of 1882), the Registration Act, 1908 (Act No. XVI of 1908), and the Insurance Act, 2010 (Act XIII of 2010),shall have the same meanings respectively assigned to them in the said Acts and Ordinances, and the rules and regulations made thereunder. 3. Financial reporting and disclosures.a registered entity shall, for the purposes of these rules, (a) account for all assets and liabilities as per the requirements of Bangladesh Financial Reporting Standards (BFRS), unless or otherwise specified in these rules or any other relevant rules related to the operation of the registered entity; (b) prepare financial statements with minimum disclosures in accordance with the components described in Uniform components of financial reporting and disclosures as per ScheduleB or as decided by the Commission from time to time, as applicable for the registered entity considering its operation nature. 4. Financial resources requirements under capital adequacy framework. (1) Capital adequacy framework: A registered entity shall, at all times, maintain the minimum financial resources required under the following conditions, (a) Entry Capital (EC) requirement shall be as per the eligibility conditions of registration laid down in the relevant rules; (b) Total Capital (TC) requirement shall be maintained on continuous basis within two years from the effective date of these rules; Provided that the registered entity shall calculate and submit report of the total capital requirement as per Part A of ScheduleC and also following the 5

6 conditions prescribed at Part B of ScheduleC within six months from the effective date of these rules; (c) Capital Adequacy (CA) requirement shall be maintained on continuous basis against its level of risk exposures within two years from the effective date of these rules: Provided that the registered entity shall calculate and submit report of the capital adequacy as specified in subclause (3) within six months from the effective date of these rules; (d) Liquid Capital (LC) requirement of any registered entity shall be maintained on continuous basis as specified in rule 8 of these rules within one year from the effective date of these rules: Provided that the registered entity shall calculate and submit report of the liquid capital balance as per Part A of ScheduleA and also following the principles outlined at Part B of Schedule A within six months from the effective date of these rules. (2) Computation of capital adequacy ratio (CAR): Each registered entity shall follow the following formula in computing the capital adequacy: Total Capital Capital Adequacy Ratio (CAR) = X 100; Where, 6 Total Risk Requirement (a) Total Capital = Core Capital + Supplementary Capital ; and (b) Total Risk Requirement (TRR) = Operation Risk Requirement (ORR) + Position Risk Requirement (PRR) + Counterparty Risk Requirement (CRR) + Underwriting Risk Requirement (URR) + Large Exposure Risk Requirement (LERR)+ Liability Risk Requirement (LRR). (3) Each registered entity shall fulfill the following requirements for capital adequacy purposes: (a) Capital adequacy ratio shall be maintained minimum 125%, i.e. its Total Capital requirement shall be, at all times, minimum 1.25 times of its Total Risk Requirement; (b) Its Core Capital shall be, at all times, greater than its Operational Risk Requirement; (4) The components of the Total Risk Requirement (TRR) of the respective registered entity shall be computed as per the framework outlined in Part B of Schedule D and as per the prescribed form in Part A of Schedule D, as applicable.

7 5. Components of total capital. (1) A registered entity shall maintain the total capital considering the components of capital under the following Regulatory Capital Requirement (RCR) framework: (a) Core Capital: The components of core capital as follows: (i) Share capital (i.e. Paidup capital +Share Premium, if any); (ii) General Reserve; (iii) Retained Earnings; (iv) Capital Reserve; (b) Supplementary Capital: The components of supplementary capital as follows: (i) General Provision; (ii) Specific Provision; (ii) Revaluation Surplus: (1) Revaluation surplus for property, plant and equipment (with applicable haircut); (2) Revaluation surplus for proprietary position in listed securities (with applicable haircut); (3) Revaluation surplus for proprietary position in nonlisted securities (with applicable haircut); (4) Revaluation surplus for strategic holding (with applicable haircut); (iii) Any preference share (with applicable haircut); (iv) Long term Subordinated debt not below credit rating of A. (c) Total Capital = Core Capital + Supplementary Capital. (2) Conditions in computing total capital: A registered entity shall calculate the total capital as per Part A of ScheduleC and maintaining the conditions at Part B of ScheduleC. 6. Regulatory capital requirements for registered entities. (1) For stock broker and stock dealer: (a) Each stock broker and stock dealer shall maintain the regulatory capital considering its scope of operation mentioned at clause (b) on single or consolidated operation basis; (b) The scope of operations of a stock broker and stock dealer shall be as follows: (i) General Stock Broking: when the stock broker deals with retail and institutional account directly; (ii) Wholesale trading: when the stock broker beside general stock broking activities, deals with such account where clients are trading through any 7

8 securities custodian, custodian or any approved agents (on behalf of underlying clients or designated broker); (iii) Margin Financing: when the stock broker is providing credit facilities to its approved clients for securities transaction and maintains margin accounts; (iv) Depository Participant: when the stock broker is performing the activities of depository participant; (v) Clearing Participant: when the stock broker is performing the activities of clearing participant as per the rules; (vi) Stock Dealer: when the stock broker is also functioning as a stock dealer: (vii) Fullfledged stock broker: when the stock broker is functioning all the above mentioned roles simultaneously. (c) Each stock broker and stock dealer shall maintain the regulatory capital as follows: Category of operation General Stock Broking Wholesale trading Margin Financing Depository Participant and Clearing participant Stock Dealer Full Fledged Stock Broker and Stock Dealer Regulatory Capital Minimum Tk.50 million as base requirement Additional Tk. 30 million over the base requirement Additional Tk. 50 million over the base requirement No additional requirement over the base requirement Additional Tk. 20 million over the base requirement; but minimum Tk. 20 million if only Stock Dealer Minimum Tk. 150 million (2) For merchant banker and portfolio manager: Each merchant banker and portfolio manger shall maintain the regulatory capital considering its scope of operation as follows: Area of operation Issue Management Underwriting Portfolio Management (Margin Financing) Proprietary Fund management Full Fledged Merchant Bank Regulatory Capital Minimum Tk. 50 million as base requirement Additional Tk. 150 million over the base requirement Additional Tk. 150 million over the base requirement Tk. 50 million over the base requirement Minimum Tk. 350 million (3) For asset manager: Each asset manger shall maintain the regulatory capital considering its scope of operation as follows: 8

9 Area of operation Mutual fund management Institutional Portfolio Management Proprietary position as Sponsor of any fund Regulatory Capital Base requirement: Minimum Tk. 100 million or Tk. 50 million over the initial paidup capital requirement, whichever is higher Additional Tk. 20 million over the base requirement Equivalent amount of full subscription being sponsor as additional requirement over the base requirement (4) For fund manager: Each fund manger shall maintain the regulatory capital considering its scope of operation as follows: Area of Operation Alternative investment fund management Proprietary position as sponsor and Fund Manager Regulatory Capital Base requirement : Tk. 20 million over the initial paidup capital requirement Equivalent amount of the minimum legal requirement of subscription as sponsor and fund manager, as additional requirement over the base requirement ; (5) For credit rating company: Each credit rating company shall compute the regulatory capital as the sum of entry paid up capital requirement plus Tk. 50 million. (6) For trustee, securities custodian and custodian: Each trustee, securities custodian and custodian shall compute the regulatory capital as 150% of the entry paidupcapital requirement. (7) For any other registered entities: The Commission may set the regulatory capital requirement for any other registered entities from time to time by an order in writing. (8) Each registered entity shall report to the Commission, Exchange(s), if applicable, and also disclose its operational scope in its financial statements and in the company website covering any or all of the following areas of operation. 7. Framework of total risk requirement (TRR). The computation framework of the risk requirements against each components of TRR shall be as per Part B of ScheduleD. 8. Maintenance of liquid capital (LC). (1) A registered entity shall maintain a liquid capital balance under the risk based capital adequacy framework, which is higher of the regulatory liquid capital balance and the minimum liquid capital balance. (2) The minimum liquid capital balance and the regulatory liquid capital balance shall be maintained by each registered entity as specified in the following table: 9

10 Category of Operation Stock Broker and Stock Dealer Merchant Banker and Portfolio Manager Minimum Liquid Capital Balance Tk million Tk million Regulatory Liquid Capital Balance 8% of Total Liabilities 8% of Total Liabilities Asset Manager Tk million 8% of Total Liabilities Fund Manager Tk million 8% of Total Liabilities Credit Rating Company Tk million 8% of Total Liabilities (3) A registered entity, if avails registration for more than one category of operation from the Commission, then it shall maintain the higher requirement of the liquid capital requirement specified at subrule (2). Provided that the Commission may impose additional requirement for the other area of operation if required; (4) The computation of the liquid capital balance shall be as per the prescribed form as per Part A of ScheduleA and also as per the principles outlined for liquid assets at Part B of ScheduleA. 9. Reporting and Compliance. (1) A registered entity shall, at the end of month or quarter, and not later than fifteen days after the end of month or quarter, as applicable, submit to the Commission, monthly or quarterly reports in the manner specified under subrule (3), and in a form specified by the Commission and signed in the manner specified under subrule (4). (2) A report made under subrule (1) shall include (a) a comparison statement of comprehensive income, as at the end of each quarter; (b) a summary of bank loans, advances, credit facilities and other financial accommodation availed by the registered entity, as at the end of each quarter; (c) a statement of total capital in a form prescribed at Part A of Schedule C, as at the end of each quarter; (d) a report on computation of capital adequacy ratio as per subrule (2) of rule 4, as at the end of the quarter; (e) a statement on liquid capital computation as per subrule (4) of rule 8, as at the end of the month. (3) For the purposes of these rules, a registered entity shall submit all the reports referred to in the subrule (2) to the Commission and Exchange(s), if applicable, in paper and electronically by means of an online communication system approved by the Commission. (4) A report made under subrule (2) shall be signed by the chief executive officer of the registered entity or by an officer duly authorized by the Board to carry out such mandate. 10

11 (7) The Commission shall, for the purposes of reporting under these rules, approve framework for an online communication system for the submission of the reports. (8) Each registered entity shall calculate the capital adequacy report on monthly basis and preserve those reports internally upto the completion of statutory audit. (9) The trade date shall be the cutoff date for preparation of the capital adequacy related reports. (10) The computation of the year end capital adequacy shall be a part of the financial statements and the statutory auditor shall also provide a separate report about the accuracy of the computation in the financial statements. (11) The Commission or the exchange(s), as applicable, shall time to time implement an early warning system, by order in writing, to ensure the appropriate capital adequacy level: Provided that the Commission shall impose any type of operational restriction or condition under the early warning system to maintain the appropriate capital adequacy level at anytime. (12) No registered entity shall declare and distribute cash dividend if the capital adequacy level falls below the minimum level specified in these rules. 10. Registered entities to provide information. The Commission may at any time, by notice in writing, require a registered entity to provide within the time and in a manner specified in the notice, such information, including any document relating to its financial resources or any other matter. 11. Amendment to different rules. Certain provisions related to capital adequacy of different rules shall be amended, in the following manner, namely: (1) Amendment to the Securities and Exchange Rules, 1987:Rule 15 of the Securities and Exchange Rules, 1987 shall be replaced by the following new rule 15, namely: 15 (1) A member shall at all times maintain the capital adequacy requirement under the Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, (2) Subrule (1) shall be effective, in time, specified by the Commission, by order in writing.. (2) Amendment to the wmwkdwiwur I G PÄ Kwgkb (gv P U e vskvi I cvu dvwji g v brvi) wewagvjv, 1996: Dc ব ধ (2) of ব ধ ৬ of the wmwkdwiwur I G PÄ Kwgkb (gv P U e vskvi I cvu dvwji g v brvi) wewagvjv, 1996 shall be replaced by the following new Dc ব ধ (2), namely: (2) Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2018 র নধ রত লধন পয ত র বধ ন য জ হই ব. 12. Clarification, Instructions and Order. 11

12 (1) The Commission may provide clarifications of any provision of these rules in case of arising any confusion. (2) The Commission may issue instructions and guidelines on operational aspects or may issue order, if necessary, under these rules. (3) The Commission may impose any further restrictions or conditions to any registered entity on any reasonable ground by order in writing. 13. Remedial measures, penalty and administrative sanctions. Contravention of any of the provisions of these rules shall be punishable under the provisions of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), and the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. XV of 1993). 12

13 ScheduleA Part A [see rule 2(1)(i);rule 4(1)(d);rule 8(4)] Statement of Liquid Capital balance Name of the Intermediary : As on the date : Area of Operation: Item Assets Note ref. Amount as in Balance sheet Proposed Haircut in % Amount after Haircut 1 Cash and Bank Balances Cash in Hand 0.0 Cash at Bank in Company's 0.0 account Cash at Bank in trading accounts 0.0 (Stock Dealer A/C) Cash at Bank accounts for clients (net claim in consolidated customer account) Cash at Bank at IPO Account 0.0 Investments in FDR (those to be matured within six months) Net Receivable from Exchange, Depository, CCP and others Cash deposits with Exchanges (as margin/security) Mandatory Excess over mandatory 0.0 Cash deposits with Clearing House (as margin/security) Mandatory Excess over mandatory 0.0 Cash deposit with depository (as per rule) Mandatory Excess over mandatory 0.0 Assets provided to others as security Assets kept as security against any obligations Assets kept as security but exercisable

14 3 Net Receivable from Securities Trading Cash provided as security for short selling Receivable from DSE (categorize as A,B,G,N,Z and DVP) Receivable against A, B, G & N category Receivable against z category Receivable against DVP category Receivable from CSE (categorize as A,B,G,N,Z and DVP): Receivable against 0.0 A, B, G & N category Receivable against 5.0 z category Receivable against 5.0 DVP category Receivable from Stock 0.0 Broker/Stock Dealer Receivable from Merchant Banker 0.0 Receivable from selling agents 0.0 Receivable under securities borrowing and lending agreements 5.0 Receivable under repurchase 0.0 transactions Receivable from others Net Receivable from Cash Clients Receivable after 30.0 securities trading Receivable arises 15.0 from fee, commission & charges 5 Net receivable from counterparties (clients, designated clients, etc) Net receivable from margin clients 14

15 Receivable to Clients having no margin or full erosion of clients' equity (e.g.no equity against debit balance) Receivable to Clients fall under force sale condition (e.g. equity is between 100% and 125% of DB) Receivable to Clients fall under margin call (e.g. equity is >125% of DB but <150% of DB) Receivable to regular Margin Clients (e.g. equity is >150% of debit balance) 7 Net Receivable arises from short selling 8 Proprietary positions in securities and specified investments Proprietary positions in Equity securities Value of "A" category instruments Value "B/G/N/..." category instruments 15 of Value of "Z" category instruments Value of "OTC" category instruments 25.0 Value of Non 30.0 Listed Instruments Proprietary positions in MFs & CISs including AIFs Value of listed 10.0 funds Value of nonlisted 3.0 funds Value of AIFs 30.0 Proprietary positions in Debt Instruments & ABSs Value of listed debt instruments 5.0

16 Value of nolisted 10.0 debt instruments Value of ABSs 20.0 Proprietary Position in strategic investments Value of listed 10.0 strategic investments Value of nolisted strategic investments 30.0 Proprietary Position in money market Instruments Value of Govt. & BB instruments 0.0 Value of 10.0 commercial paper Own subscription in IPOs but not yet allotted 9 Proprietary position in Derivatives Other assets arising from: Receivable against Advisory Fees, 10.0 Commission, etc Dividend Receivable 0.0 Interest Receivable 0.0 Prepaid expenses Security deposits Any other (need to specify) 11 Total liquid assets (aggregate of items 1 to 10) Liabilities: 12 Short positions in securities held 0.0 for own account 13 Payable to Clients Short Term Business Liabilities: Payable to Banks, if not for trading 0.0 & investment (current due of long term liabilities ) Payable to FIs, if not for trading & 0.0 Investment (current due of long term liabilities) Payable to Banks & FIs for loan 0.0 against Margin Financing & Investment (full amount)

17 Payment obligation against subdebt, 0.0 preference shares (current due) Payable to associate companies or persons Amounts payable to clearing houses/exchanges/depository, etc Payable to Exchanges 0.0 Payable to Clearing House 0.0 Payable to Depository 0.0 Payable to Brokers Other Liabilities and Provisions: Accruals & Accounts payable 0.0 Deferred tax and other differed 0.0 liabilities Provision for Margin Loan Provision for Gratuity, PF & others 0.0 Provision for Tax & VAT 0.0 Interest Suspense against Margin Loan Liabilities for Expenses 0.0 Interest Payable 0.0 Provision for contingent liabilities and floating losses Others (clearly specified in notes) Net Short term obligations afteraggregate of item XXXXX XXXX haircut 12 to item Total Liabilities As per Balance XXXXX XXXX Sheet 19 Liquid Capital (Amount in item 11 minus item 17 ) XXXXX 20 Minimum Liquid Capital XXXXX Balance for the Entity ( as per subrule (2) of rule 8 ) 21 Regulatory LCB : 8% of Total Liabilities (8 % of Item 28) XXXXX 22 Required minimum Liquid XXXXX capital Balance (higher of Item 20 or Item 21) 23 Excess/(Deficit) in Liquid(Amount in Item XXXXX Capital 22 less 19) 17

18 Part B [See rule 8(4)] Components and computation principles of liquid assets (1) Exclusions from liquid assets: A registered entity shall not include in its liquid assets (i) any of its assets which is under control of exchange, CCP or any other part; or (ii) any of its assets whose proceeds are not freely remittable to Bangladesh or realizable within five working days of execution; (iii) any assets under its ownership, provided to any person as security or collateral against any liabilities or obligations, which is not realizable within thirty days of application; (iv) any cash or cash equivalent assets of the clients is under control of the registered entity; (v) any of its fixed assets or tangible assets or any other long term assets including intangible assets. (2) Inclusion in Liquid Assets: A registered entity shall calculate the liquid assets as prescribed in the Statement of Liquid Capital Balance as per this Schedule and the conditions as follows: (a) Assets of registered entity provided to others as security or collateral: any assets under its ownership, provided to any person as security or collateral against any liabilities, obligations or any facilities which is realizable within thirty days of application. (b) Cash in hand and cash at bank: A registered entity shall include in its liquid assets: (i) cash in hand which the registered entity beneficially owns; (ii) money which the registered entity beneficially owns and holds in its name to any bank and FIs, which is realizable within thirty days of notice; (c) Amounts receivable from clients in respect of securities trading: A registered entity shall include in its liquid assets the following amount as receivable from any of its clients arising from purchase by the client of securities on a cashagainstdelivery basis: (i) any such amount receivable which is not yet due for settlement according to the settlement date; or (ii) any such amount receivable has been outstanding for more than three business day after the settlement date, the amount which is the lower of (a) such outstanding amount receivable less any specific provision for bad or doubtful debts made in respect of such outstanding amount; and (b) seventy percent of such outstanding amount; 18

19 (d) Amounts receivable in respect of providing securities margin financing: (a) A registered entity shall include in its liquid assets any net amount receivable from any of the margin clients of a registered entity, calculated as the amount by which the amount receivable from the margin client exceeds the amount payable by the registered entity to the margin client arising from the provision made by the registered entity, after deducting the higher of (i) any specific provision for bad or doubtful debts made in respect of such net amount receivable; and (ii) the margin shortfall amount, calculated as the amount by which the net amount receivable exceeds the aggregate of (a) the market value of collateral, other than illiquid collateral, provided by the client, less the applicable haircut amount in relation to such collateral; (b) the amount of cash deposited as security by the client; and (c) the maximum amount that the registered entity can draw under a bank guarantee provided to the registered entity by the client and issued by an authorized financial institution or an approved bank incorporated outside Bangladesh; (e) Cash provided as security for short selling: A registered entity shall include in its liquid assets an amount receivable in the amount of any cash (including interest accrued on it) provided by the registered entity as a security to the counterparty in respect of a short selling of securities by the registered entity where the registered entity has not yet delivered securities to the counterparty for settlement, where the counterparty is (a) a dealer; (b) a central counterparty; or (c) a clearing participant; (f) Proprietary positions of registered entities: (1) A registered entity shall include in its liquid assets any of the following assets which it beneficially owns (a) position in equity securities; (b) position in mutual funds and collective investment schemes (CISs); (c) position in debt instruments and asset backed securities (ABSs); and (d) position in strategic investments (e) position in money market instruments; at marking to market value or fair value, whichever is applicable, less the haircut amounts in relation to the securities or specified investments concerned as per Schedule A. (2) A registered entity shall include in its liquid assets any derivative contract which the registered entity beneficially owns (a) listed shares; (b) qualifying debt securities; (c) special debt securities; 19

20 (d) specified securities; and (e) specified investments by the Commission, at market value, less twice the haircut amounts in relation to the securities or specified investments concerned; (g) Amounts receivable from central counter party, etc: A registered entity shall include in its liquid assets (a) amount receivable from a registered central counter party; and (b) cash deposited with such central counter party, other than (i) admission fees which the registered entity has paid to such central counter party; (ii) contributions which the registered entity has made to the Investor Protection Fund and Settlement Guarantee Fund of such central counter party; and (iii) clients money held in a segregated account maintained with such central counter party. (h) Amounts receivable under securities borrowing and lending agreements: A registered entity, which is the borrower of securities under a securities borrowing and lending agreement, shall include in its liquid assets, any amount receivable from the lender of the securities which it is considered to have in respect of any cash provided by the registered entity as a security to the lender. (i) Amounts receivable under repurchase transactions: A registered entity which is the purchaser in the first instance of any securities under a repurchase transaction, shall include, in its liquid assets, any amount receivable from the seller of the securities which is considered to have in respect of the consideration for which the registered entity purchased the securities. (j) Miscellaneous assets: A registered entity shall include in its liquid assets any of the following (a) the amount of any fees, commissions, commission rebates and interest charges to which the registered entity is beneficially entitled which arise from the carrying on of any activity for which it is registered and (i) which have accrued and will first be due for billing or payment within the next three months; or (ii) which have been billed or fallen due for payment and remain outstanding for one month or less after the date on which they were billed or fell due; (b) deposits which the registered entity beneficially owns and maintained with, and in accordance with the rules or requirements of a registered securities exchange as security for its obligations or liabilities owed to the registered securities exchange; (c) prepaid operating expenses to be incurred within the next three months; 20

21 (d) dividends receivable within one month on shares listed on a exchange which are traded on an exdividend basis and which the registered entity beneficially owns; (e) interest accrued on qualifying debt securities or special debt securities which are traded on an exinterest basis and which the registered entity beneficially owns. 21

22 Schedule B [see rule 3] Uniform Components of Financial Reporting and Disclosures Name of the Intermediary : Area of Operation: Item Assets Receivable against Z category Receivable against DVP category 22 Note ref. As on the date Amount as in Balance sheet As on the date.. Amount as in Balance sheet 1 Cash and Bank Balances Cash in Hand Cash at Bank in Company's account Cash at Bank in trading accounts (Stock Dealer A/C) Cash at Bank accounts for clients (consolidated customer account) Cash at Bank at IPO Account Investments in FDR 2 Amounts Receivable from Exchange, Depository and CCP Cash deposits with Exchanges (as margin) (mandatory/excess) Mandatory Excess over mandatory Cash deposits with Clearing House (as margin) (mandatory/excess) Mandatory Excess over mandatory Cash deposit with depository (as per rule) (mandatory/excess) Mandatory Excess over mandatory 3 Amounts Receivable from Securities Trading Receivable from DSE (categorize as A, B, G, N, Z and DVP) Receivable against A, B, G and N category

23 Receivable from CSE (categorize as A,B,G,N, Z and DVP): Receivable from Stock Broker/Stock Dealer Receivable against A, B, G & N category Receivable against z category Receivable against DVP category Receivable from Merchant Banker Receivable from selling agents Receivable from others 4 Amounts Receivable from Cash Clients 5 Amounts receivable from securities dealer (if subsidiary) Receivable after securities trading Receivable arises from fee, commission & charges 6 Amounts receivable from margin clients Receivable to Clients having no margin or full erosion of equity (e.g.no equity against debit balance) Receivable to Clients fall under force sale condition (e.g. equity is >DB but < 125% of DB) Receivable to Clients fall under margin call (e.g. equity is >125% of DB but <150% of DB) Receivable to regular Margin Clients (e.g. equity is >150% of debit balance) 7 Amounts Receivable arises from short sale 8 Proprietary positions in securities and specified investments Proprietary positions in Equity securities Value of "A" category instruments 23

24 Value of "B/C/N/..." category instruments Value of "Z" category instruments Value of "OTC" category instruments Value of NonListed Instruments Proprietary positions in MFs & CISs including AFs Value of listed funds Value of nonlisted funds Value of AIFs Proprietary positions in Debt Instruments & ABSs Value of listed debt instruments Value of nolisted debt instruments Value of ABSs Proprietary Position in strategic investments Value of listed strategic investments Value of nolisted strategic investments Proprietary Position in money market Instruments Own subscription in IPOs not yet allotted but 9 Proprietary position in Derivatives 10 Other assets arising from: Receivable against Advisory Fees, Commission, etc. Prepaid expenses Security deposits 11 Advance /Investments in Associated undertakings (long term): Value of Govt. & BB instruments Value of commercial paper 24

25 Advance to Subsidiaries Advance to Associated Companies Advance to Directors & Staffs Other Advances 12 Fixed assets (net off Depreciation & amortization): Land & Land Development Building & Other structures Other tangible assets 13 Intangible Assets: Software Goodwill, Patents and other Intangible Assets 14 Value of investment in Exchange (against Membership value) 15 Other Long Term Assets: Long Term Investments Long Term Prepayments & Deposits Deferred Tax Assets Others (clearly specified in notes) 16 Total assets (aggregate of amount in items 9 to 15) Liabilities: 17 Short positions in securities held for own account 18 Payable to Clients 19 Short Term Business Liabilities: Payable to Banks, if not for trading & investment (current due of long term liabilities ) Payable to FIs, if not for trading & Investment (current due of long term liabilities) Payable to Banks &FIs for loan against Margin Financing & Investment (full amount) Payment obligation against subdebt, preference shares (current due) 25

26 Payable to associate companies or persons 20 Amounts payable to clearing houses/exchanges/depository, etc Payable to Exchanges Payable to Clearing House Payable to Depository Payable to Brokers 21 Other Liabilities and Provisions: Accruals & Accounts payable Deferred tax and other deferred liabilities Provision for Margin Loan Provision for Gratuity, PF & others Provision for Tax & VAT Interest Suspense against Margin Loan Liabilities for Expenses Interest Payable Provision for contingent liabilities and floating losses Others (clearly specified in notes) 22 Any others (need to be specified) 23 Noncurrent Loan Liabilities Long term loan liabilities (other than current due amount) Approved subordinated debt (other than current due amount) Approved Redeemable preference shares (other than current due amount) 24 Shareholders' Equity: Share Capital Share Premium General Reserve Capital Reserve Dividend Equalization Reserve Revaluation Reserve Adjustment for diminution in value of portfolio holdings 26

27 Other Reserves Retained Earnings 25 Total liabilities & Shareholders' Equity (aggregate of amounts in item 17 to 24) 27

28 ScheduleC Part A [see rule 2(1)(j)(ii); rule 4(1)(b); rule 5(2)] Statement of Total Capital Computation SL. Components B/S Amount Haircut Eligible Amount Sum a. Paidupcapital 0 b. Share Premium 0 c. General reserve 0 d, Capital Reserve 0 e. Retained Earnings 0 Sum of core capital XXXXX XXXXX General Provision & Specific f. Provision 50% g. Revaluation Surplus: For Fixed Assets (Property, plant &equipments other than Intangible i. assets) 50% ii. For investment in listed securities 30% iii. For investment in nonlisted securities (other than closed end mutual fund) 60% iv. For strategic holding 30% h. Preference Share 50% i. Subordinated 20% of total issued value Sum of supplementary capital XXXXX XXXXX Total Capital XXXXX XXXXX 28

29 Part B [rule (1)(b); rule 5(2)] Conditions in computing total capital (a) (b) (c) (d) (e) In the computation of supplementary capital, stock broker shall follow the value of investment in shares of exchange(s) as disclosed by the respective exchange; Supplementary capital over three times of core capital shall not be eligible in computation of total capital; Revaluation surplus of intangible assets, if allowed, shall not be considered in supplementary capital; The Commission may impose additional haircut or change the haircut against any components of the supplementary capital for any registered entity by order in writing; The registered entity shall also follow the following in computing the value of components of total capital: (i) Each registered entity shall maintain a mandatory provision at 10% of profit after tax of last year as capital reserve and the full amount of such reserve shall be accounted for in computing total capital; (ii) Each registered entity those are providing margin financing shall maintain a mandatory 1% of all outstanding margin exposures and in computation of total capital 50% haircut shall be applicable on total amount of provision: Provided that if the Commission prescribes the maintenance of any specific provision, such provision shall also be eligible in computing the total capital without any haircut; (iii) Each registered entity is allowed to account for revaluation surplus for fixed assets (i.e. property, plant & equipment) in computing total capital with a of the total value: Provided that revaluation of fixed asset shall be eligible in computing, only if the revaluation is not done in the last five years; (iv) Revaluation surplus for listed equity instruments shall be eligible to account 30% haircut and nonlisted equity 60% 29

30 haircut following the standard valuation principle and as disclosed in the Audited accounts; (v) Revaluation surplus for strategic holding shall be eligible to account 30% haircut following the standard valuation principle and as disclosed in the audited accounts; (vi) Any preference share having maturity equal or above seven (07) years shall be eligible in the computation of total capital with a 50% haircut; (vii) Any long term Subordinated debt not below A rated having maturity equal or above seven (07) years is eligible in computation of total 20% of the total value in each year after two years of the issuance of the subordinated debt. 30

31 ScheduleD Part A [see rule 4(4)] Statement of Total Risk Requirement Computation Area of Risk Computation Formula Risk Factor Applicable for Registered Entity Operation Risk Requirement (ORR) Based on Average Annual Gross Income (see clause (b) of subrule (7.1) of rule 7) 5% All Position Risk Requirement (PRR) i. Proprietary positions in Equity securities: Value of "A" category securities 10% Value of "B/C/N/." category securities 15% Value of "Z" category instruments 20% Value of "OTC" category instruments 30% Value of NonListed Instruments 35% ii. Proprietary positions in MFs & CISs: Value of listed funds 10% Value of nonlisted funds 3% Value of AIFs 20% iii. Proprietary positions in Debt Instruments & ABSs: Value of listed debt instruments 5% Value of nonlisted debt instruments 10% Value of ABSs 20% iv. Proprietary Position in strategic investments: Value of listed strategic investments 15% Value of nonlisted strategic investments 30% 31

32 v. Proprietary Position in money market Instruments: Value of Government securities/ instruments 0.0 Counterparty Risk Requirement(CPRR) Value of commercial paper 10% i. Exposure of credit facilities to 8% Stock Clients Broker, Portfolio Manager ii. Exposure of Guarantee Provided to counterparty 2% All Underwriting Risk Requirement (URR) Sum of Underwriting Commitment against the followings: i. Public Issue of Equity Instruments (IPO) 15% Merchant Banker ii. Public Issue of Equity Instruments (Rights Issue) 20% Large Exposure Risk Requirement (LERR) iii. Public Issue of Debt Instruments 5% Sum of Large Exposures against the followings: All Sum of all Large Exposure to a Single counterparty 10% Sum of all Large Exposure to Single Equity 15% Sum of all Large Exposure to Debt Instruments 3% Liability Risk Requirement (LRR) i. Exposure of Asset under Management (AUM) ii. Exposure of Fund Under Management (FUM) 1% Asset Manager (AM) 1% Fund Manager (FM) iii. Exposure of Institutional Fund Under 0.5% Asset 32